TITLE AND OBJECTS

1. The objects of the British Ornithologists' Club (“the Club”) are the promotion of scientific discussion between Members of the British Ornithologists' Union and others interested in ornithology, and to facilitate the dissemination of scientific information concerned with ornithology. The Club shall maintain its special interest in avian systematics, taxonomy and distribution.

MEMBERSHIP

2. Any individual interested in promoting the objects of the Club may become a Member on payment of the appropriate annual subscription, under the terms of Rule 21, and subject to confirmation by the Committee at its next meeting.

3. A Member who has an unbroken membership of the Club for fifty years shall become a Life Member and shall not be required to pay any further subscriptions.

THE MANAGEMENT COMMITTEE

4. There shall be a Management Committee (“the Committee”), elected from amongst the Members, which shall be responsible for the general control and management of the Club.

5. The Committee shall consist of four Officers, namely a Chairman and a Vice-Chairman each elected for a term of four years, an Honorary Secretary and an Honorary Treasurer each elected for a term of one year, and five other Members, each of whom shall be elected for a term of four years.

6. At least five of the nine Members of the Committee shall be Members of the British Ornithologists' Union.

7. The Members of the Committee are legally trustees of the Club.

8. The Officers and the other five Members of the Committee shall be elected by a simple majority of those Members of the Club present and voting at an Annual or Special General Meeting.

9. With the exception of the Honorary Secretary and Honorary Treasurer, the Officers and other Members of the Committee shall be ineligible for re-election to the same office or position on the Committee for one year after completion of their elected term. A Co-opted Member appointed under Rule 17 and retiring at an Annual General Meeting shall be eligible for immediate re-election.

10. For the purposes of Rules 5 and 9, a year shall be reckoned from the close of one Annual General Meeting until the next or, in the case of an Officer or Member of Committee elected at a Special General Meeting, from the close of that Special General Meeting until the next Annual General Meeting.

11. A quorum of the Committee shall be any five Members of the Committee at least two of whom shall be Officers.

NOMINATIONS FOR THE MANAGEMENT COMMITTEE

12. The Committee shall nominate members to be Officers or Members of the Committee.

13. The names of proposed Officers and other proposed Members of the Committee nominated by the Committee shall be circulated to the membership at least three weeks before the relevant Annual or Special General Meeting.

14. Any Member wishing to nominate a candidate shall forward the nomination to the Honorary Secretary in writing signed by the nominating Member and five other Members, with confirmation that the candidate has agreed to be nominated. To be valid, such nomination shall reach the Honorary Secretary not less than 14 days before the relevant Annual or Special General Meeting.

APPOINTMENTS BY THE MANAGEMENT COMMITTEE

15. At its first meeting following each Annual General Meeting the Committee may appoint;

(a) A Publications Sub-committee to administer the production and sales of Club publications, other than the Bulletin, and to assist the Editor of the Bulletin as may be required.

(b) An ex-officio Publications Officer, to be a member of the Publications Sub-committee with responsibility for overseeing the sales of Club publications and other products.

(c) An ex-officio Archivist to be curator of the Club's historic records.

16. The Committee may appoint additional sub-committees, ex-officio officers and members to advise on and administer specific activities of the Club.

17. The Committee may co-opt a Member (“the Co-opted Member”) onto the Committee to fill temporarily, until the closure of the following Annual General Meeting, any vacancy that may occur on the Committee. Not more than three Co-opted Members are permitted at any one time.

18. There shall be an Editor of the Bulletin, appointed by the Committee for a term not exceeding four years. The Editor shall be eligible for re-appointment.

19. The Committee shall, when necessary, appoint Trustees of the Herbert Stevens Trust in accordance with the terms of the relevant Trust Deed.

20. The Chairman and Members of Sub-Committees, Trustees, and all ex-officio officers or members may attend meetings of the Committee, by invitation of the Chairman or the Committee, but without the right to vote on any issue.

SUBSCRIPTIONS AND INSTITUTIONAL SUBSCRIBERS

21. The annual subscription rate for Members shall be determined by the Committee from time to time. The rate shall be discounted for any Member who is also a member of the British Ornithologists' Union.

22. The Committee shall determine the annual subscription rate to be paid by institutions and other organisations (“Institutional Subscribers”) wishing to receive the Bulletin.

23. The annual subscriptions under both Rules 21 and 22 shall be due for payment on the first day of January in every year.

24. The Committee shall be entitled to terminate the membership of any Member whose subscription has not been paid within six months of falling due, provided that such Member has been given written notice calling for payment of the subscription, and that notice has not been complied with within one month of its date.

25. When any Member, who is not an Officer or other Member of the Committee, has rendered or is rendering the Club any service, the Committee may, if it deems appropriate, waive the subscription due from that Member for any year, or years.

MEETINGS

26. The Club shall meet not less than four times a year at times and places to be arranged by the Committee, in furtherance of the Objects of the Club.

27. Members may introduce guests at any ordinary meeting of the Club, except that no former Member, whose membership has been terminated for any cause and who has not been reinstated, shall be allowed to attend a meeting without the permission of the Chairman or, in his absence, the Vice-Chairman.

28. The Annual General Meeting of the Club shall be held not later than 30th June every year on a date to be fixed by the Committee. At this meeting the business to be transacted shall be to receive and consider the Report of the Committee and the accounts of the preceding calendar year, the regulation of matters having reference to the Bulletin, the election of Officers and other Members of the Committee, and any other business of which notice in writing shall have been given to the Honorary Secretary prior to 31st January in the same year.

29. Notice of at least three weeks shall be given by the Committee of every Annual General Meeting.

30. A Special General Meeting may be called by the Committee for any purpose which it deems to be of sufficient importance or at the instance of a requisition signed by at least 15 Members, stating the purpose for which the Meeting is being requisitioned, and sent to the Honorary Secretary. Notice of at least three weeks shall be given to Members of a Special General Meeting and the notice convening it shall state the purpose of the Meeting; no other business may be transacted at the Meeting.

‘BULLETIN’ OF THE CLUB

31. A journal under the title of the “Bulletin of the British Ornithologists' Club” shall be published not less than four times per year and one copy shall be distributed gratis to every member and Institutional Subscriber who has paid the appropriate current annual subscription.

32. The Editor may receive an annual honorarium for such work, which shall be determined by the Committee from time to time, and may attend any meeting of the Committee, as an ex-officio Member in accordance with Rule 20 above, for the purposes of offering advice on all editorial matters, but executive authority rests with the Members of the Committee as Trustees of the Club.

33. No communication, the whole or any part of which has already been published elsewhere, shall be eligible for publication in the Bulletin, except at the discretion of the Editor.

MANAGEMENT OF TRUST FUNDS

34. Subject to the terms of any bequest or gift, any stocks, shares, other securities, money or other property (whether real or personal) from time to time belonging to the Club may be vested in Trustees for the Club, if the Club shall by a Special Resolution so decide. Such Special Resolution shall appoint Trustees, and shall specify the trusts under which the property is to be held.

CONDUCT OF MEMBERS

35. If the conduct of any Member shall be deemed by not less than five members of the Committee present at a meeting of the Committee, to be prejudicial to the interests of the Club, that Member shall be;

(a) so informed by a letter from the Honorary Secretary,

and,

(b) given an opportunity of appearing in person before the Committee to explain the conduct in question.

36. The Committee may then terminate that Member's membership forthwith if;

(a) at a meeting of the Committee attended by that Member, not less than five Members of the Committee are dissatisfied with the explanation given.

(b) the Member does not appear before the Committee in person, but gives an explanation which not less than five Members of the Committee deem to be unsatisfactory.

or,

(c) no explanation has been received from the Member within twenty-eight days of the despatch of the Honorary Secretary's letter under Rule 35(a).

37. The decision of the Committee shall be communicated to the Member by the Honorary Secretary within three weeks of the relevant Committee Meeting.

COMPLAINTS

38. A Member wishing to complain of the manner in which affairs of the Club are conducted must communicate the complaint in writing to the Chairman or Honorary Secretary who will raise the complaint as soon as practicable at a meeting of the Committee for a decision or, if the recipient of the complaint considers the matter of urgency, will call a meeting of the Committee specially to consider it.

39. The decision of the Committee shall be communicated to the Member by the Honorary Secretary within three weeks of the relevant Committee Meeting.

CHANGES TO THE RULES

40. Proposals to change the rules, or any part thereof, shall be set out in a Special Resolution which shall;

(a) be decided at an Annual General Meeting, or at a Special General Meeting especially convened for that purpose, and

(b) be published in the Bulletin, together with details of the Agenda for the Annual or Special General Meeting,

at least three months before the date of the meeting at which the resolution is to be decided.

41. Members may vote on resolutions to change the rules, or any part thereof, either by notifying the Honorary Secretary accordingly in writing, to be received no later than three days before, or by attendance and voting at, the meeting at which the resolution is to be decided.

42. No amendment shall be made to the rules if it would have the effect of making the Club cease to be a charity at law.

INDEMNITY INSURANCE

43. The Committee shall be entitled, subject to prior approval of the Charity Commissioners, to take out policies of insurance covering their individual or joint liability for any negligence, default, breach of duty or breach of trust in relation to the Club and pay any premium for such cover out of the Club's finances, providing that such insurance or indemnity shall not extend to any act or omission which the Committee or any member thereof knew to be a breach of duty or a breach of trust or which was committed by the Committee or any member thereof in reckless disregard of whether it was a breach of duty or breach of trust or not.

INCOME AND PROPERTY

44. The income and property of the Club, whencesoever derived shall be applied solely towards the promotion of the objects of the Club as described under Title and Objects in these rules, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, gift, remuneration, division, bonus or otherwise by way of profit to any member of the Club. Provided that nothing herein shall prevent the payment of an honorarium to the Editor of the Bulletin in accordance with Rule 32, or reimbursement in good faith of any expenses legitimately incurred by any Member in furthering the activities of the Club, or payment to any Member or non-member for any professional services rendered to the Club, or for materials or other services supplied.

DISTRIBUTION OF PROPERTY ON DISSOLUTION

45. If upon winding up or dissolution of the Club there remains, after satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid or distributed amongst Members of the Club, but shall be given or transferred to some charitable institution having objects similar to the objects of the Club, such institution to be determined by Members at or before the time of dissolution, or in default therof by a Judge of the High Court having jurisdiction in regard to charitable funds and in default of such determination, to some ornithological charitable object.

INTERPRETATION

46. “Member” means a Member of the Club, unless the context otherwise requires.

47. “Special Resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast at an Annual or Special General Meeting for which due notice in accordance with Rules 29, 30 or 40, as appropriate, had been given specifying the Resolution as a Special Resolution.